Incap Financial Services Ltd. के निदेशक की रिपोर्ट

Mar 31, 2012

TO, THE MEMBERS OF INCAP FINANCIAL SERVICES LIMITED

The Directors have pleasure in presenting the 18th Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2012.

BUSINESS PERFORMANCE:

Current Previous Year Ended Year Ended 31-03-2012 31-03-2011 (Rs.) (Rs.)

Profit for the Year 36,699 30,484

Provision for Tax 12,000 12,000

Deferred Tax - -

Profit after Tax 24,699 18,484

Profit / (Loss) bought from Previous Year (732,263) (750,747)

Profit available for appropriation (707,564) (732,263)

Balance carried to Balance Sheet (707,564) (732,263)

PERFORMANCE:

The Management is very optimistic on the future prospects of your Company's businesses.

DIVIDEND:

In view of the losses, your Directors do not recommend any dividend for the financial year ended 31st March, 2012.

DIRECTORS:

Mr. Arvind B. Goyal and Mr. Mr. Satish R. Madowara, Directors of the Company retire by rotation and being eligible offer themselves for re-appointment.

The Board has appointed Mr. Sanjay Doshi w.e.f. July 25, 2012 in the casual vacancy caused by resignation of Mr. Amit Patel.

FIXED DEPOSITS:

The Company did not invite/accept/renew any fixed deposits during the year under review.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the CDSL and NSDL for dematerialization of its Equity Shares. The ISIN No. INE800D01019 has been allotted for the Company. Therefore, the members and / or investors may keep their shareholdings in the electronic mode with their Depository Participant.

PARTICULARS OF EMPLOYEES:

There is no employee covered pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. GSR 839 (c) dated 25/10/2000.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

Details of Energy, conservation research and development activities undertaken by the Company along with the information in accordance with provisions of Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board of Directors), Rules, 1998 is given in the Annexure.

AUDITORS REPORT:

The observations of the Auditors in their report, read with noted annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

AUDITORS:

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors' Report are self explanatory and needs no comments.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the Annual Account for the financial year ended 31st March, 2012 the applicable accounting standard have been followed along with proper explanations relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that date.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Annual Accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The company's shares are listed with The Bombay Stock Exchange Limited, Ahmedabad Stock Exchange and The Chennai Stock Exchange Limited. Your Company has paid the respective Annual Listing fees up to date and there are no arrears.

ACKNOWLEDGEMENTS

The Directors wish to place on records their appreciation of the contributions made by the employees at the all levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continued support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us in your Co- operation & never failing support.

For and on behalf of Board of Directors

Sd/-

Arvind B. Goyal Chairman

Place: Ahmedabad

Date : 30.08.2012

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Mar 31, 2011

TO THE MEMBERS OF INCAP FINANCIAL SERVICES LIMITED

The Directors have pleasure in presenting the 17th Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2011.

BUSINESS PERFORMANCE:

Current Previous Year Ended Year Ended 31-03-2011 31-03-2010

(Rs.) (Rs.)

Profit for the Year 30,484 28,573

Provision for Tax 12,000 12,000

Deferred Tax - -

Profit after Tax 18,484 16,473

Profit / (Loss) bought from Previous Year (750,747) (767,220)

Profit available for appropriation (732,263) (750,747)

Balance carried to Balance Sheet (732,263) (750,747)

PERFORMANCE :

The Management is very optimistic on the future prospects of your Company's businesses.

DIVIDEND :

In view of the losses, your Directors do not recommend any dividend for the financial year ended 31st March, 2011.

DIRECTORS :

Mr. Arvind Goyal Director of the Company retires by rotation and being eligible offers himself for re- appointment.

Mr. Mr. Satish Madowara Director of the Company retires by rotation and being eligible offers himself for re- appointment.

The Board at its meeting on 11.06.2010 appointed Mr. Arun N Gajare and Mr. Mafat L Desa Additional Directors of the Company, will hold the office up to the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting.

The Board at its meeting on 29.09.2010 appointed Mr. Arvind Goyal Additional Director of the Company, will hold the office up to the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting.

The Board at its meeting on 10.01.2011 appointed Mr. Satish Mandowara and Mr. Sanjay Doshi as Additional Directors of the Company, will hold the office up to the date of forthcoming Annual General Meeting and is eligible for appointment as Director in the Annual General Meeting.

The Board at its meeting on 11.06.2010 has accepted resignation tendered by Mr. Bhavik R Vasani, Mr. Ajit M Santoki and Hitesh M Panchal.

The Board at its meeting on 03.02.2011 has accepted resignation tendered by Mr. Arun N Gajare and Mafat Desa.

FIXED DEPOSITS :

The Company did not invite/accept/renew any fixed deposits during the year under review.

DEMATERIALISATION OF SHARES :

Your Company has connectivity with the CDSL for dematerialization of its Equity Shares. The ISIN No. INE800D01019 has been allotted for the Company. Therefore, the members and / or investors may keep their shareholdings in the electronic mode with their Depository Participant.

PARTICULARS OF EMPLOYEES :

There is no employee covered pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. GSR 839 (c) dated 25/10/2000.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE :

Details of Energy, conservation research and development activities undertaken by the Company along with the information in accordance with provisions of Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board of Directors), Rules, 1998 is given in the Annexure.

AUDITORS REPORT :

The observations of the Auditors in their report, read with noted annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956.

AUDITORS :

M/s Sudhir M Desai & Co., Chartered Accountants, the Auditors of the Company who hold office till the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment and have given a certificate under section 224(1B) of the Companies Act, 1956. Your Board recommend for their re-appointment on such a remuneration as may be determined by the Board and acceptable to them. The contents of the Auditors' Report are self explanatory and needs no comments.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that:

1) In the preparation of the Annual Account for the financial year ended 31st March, 2011 the applicable accounting standard have been followed along with proper explanations relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that date.

3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4) The Directors have prepared the Annual Accounts on a going concern basis.

STATEMENT PURSUANT TO LISTING AGREEMENTS

The company's shares are listed with The Bombay Stock Exchange Limited, Ahmedabad Stock Exchange and The Chennai Stock Exchange Limited. Your Company has paid the respective Annual Listing fees up to date and there are no arrears.

ACKNOWLEDGEMENT

The Directors wish to place on records their appreciation of the contributions made by the employees at the all levels, whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continued support. Finally your Directors would like to express their sincere & whole-hearted gratitude to all of you for your faith in us in your Co- operation & never failing support.

For and on behalf of Board of Directors

Sd/- Arvind Goyal

Chairman Place: Ahmedabad

Date : 30.08.2011

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Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Statement of Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS :

The summarized financial results for the year ended 31st March, 2010 are as under:

(Amt in Rupees)

Particulars For the Year For the Year Ended on Ended on 31.03.2010 31.03.2009

Sales 11,66,26,000 4,77,09,48,198

Other income 12,157 34,310

Purchase 11,60,78,000 4,77,06,11,428

Administrative & other expenses 4,09,141 2,73,548

Profit / (Loss) before Depreciation & Tax 92,647 95,732

Depreciation 26,789 20,446

Provision for Income Tax 34,101 24,000

Profit / (Loss) after Tax 26,821 46,093

Loss brought forward from the previous year (7,67,220) (8,13,313)

Balance carried to Balancer Sheet (7,40,399) (7,67,220)

REVIEW OF PERFORMANCE :

During the year Gross turnover of the company was decreased Rs. 11,66,26,000/- as compared to Rs. 4,77,09,48,198/- last year. However company has earned a profit of Rs. 26,821/- for the year ended on 31.03.2010.

DIVIDEND:

In view of the losses, your Directors do not recommend the dividend for financial year ended .on March 31, 2010.

DIRECTORS :

Mr. Mafatbhai L. Desai, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

FIXED DEPOSITS :

During the year under review your Company has neither invited nor accepted any public depositor deposits from the public as defined under Section - 58A of the Companies Act, 1956 and Rules made there under.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4 That the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

AUDITORS :

M/s Vishves A. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their reappointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

SECRETARIAL COMPLIANCE REPORT :

I n compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclose the secretaries compliance report of M/s Shah & Santoki Associates, Company secretaries for the year 2009-2010 as part of this Directors report.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

AUDIT COMMITTEE :

The companys present Board of Directors is properly constituted and the company has also formed an Audit Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are in line with the Clause 49 of the Listing Agreement.

LISTING :

Equity Shares of the company are listed on Ahmedabad Stock Exchange (ASE), Bombay Stock Exchange Limited (BSE) and The Chennai Stock Exchange Limited (CSE). Company has paid the annual listing fees for the year 2009-10 of both the exchanges.

PARTICULARS OF THE EMPLOYEES :

Company has no employee who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate, if employed for the year and in receipt fo the monthly remuneration of Rs. 2,00,000/- p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

ACKNOWLEDGMENT :

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

On Behalf of the Board of Directors

Arunbhai N. Gajare

Chairman

Ahmedabad, 30th June, 2010

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Mar 31, 2009

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2009.

FINANCIAL RESULTS :

The summarized financial results for the year ended 31st March, 2009 are as under:

(Amt in Rupees)

Particulars For the Year For the Year Ended on Ended on 31.03.2009 31.03.2008

Sales 4,77,09,48,198 3,13,25,04,516

Other Income 34,310 28,85,642

Purchase 4,77,06,11,428 3,13,11,85,156

Administrative & other expenses 27,548 13,08,780

Profit / (Loss) before Depreciation & Tax 95,732 34,45,086

Depreciation 20,446 23,746

Provision for Income Tax 24,000 16,000

Profit/(Loss) after Tax 46,093 35,564

Loss brought forward from the previous year (8,13,313) (8,48,877)

Balance carried to Balancer Sheet (7,67,220) (8,13,313)

REVIEW OF PERFORMANCE :

During the year Gross turnover of the company was increased Rs. 4,77,09,48,198/- as compared to Rs. 3,13,25,04,516/- last year. However company has earned a profit of Rs. 46,093 for the year ended on 31.03.2009 as compared to profit of Rs. 35,564/- for the previous year ended on 31.03.2008.

DIVIDEND :

In view of the losses, your Directors do not recommend the dividend for financial year ended on March 31, 2009.

DIRECTORS :

Mr. Amit N. Patel, Director of the company is retiring by rotation and being eligible, offer himself for reappointment. Board recommends his reappointment.

FIXED DEPOSITS :

During the year under review your Company has neither invited nor accepted any public deposit Oi deposits from the public as defined under Section - 58A of the Companies Act, 1956 and Rules made there under.

CORPORATE GOVERNANCE :

A separate section on Corporate Governance and a Certificate from Auditors of the company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement together with the Management Discussion and Analysis of the financial position of the company forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217 (2AA) of the Companies Amendment Act, 2000 with respect to Director Responsibility Statement it is hereby confirmed:

1. That in the preparation of the annual accounts for the financial year ended 31st March, 2009 the applicable accounting standards had been followed along with proper explanation relating to material departures.

2. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of loss of the Company for the year under review.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. That the directors had prepared the accounts for the financial year ended 31st March, 2009 on a going concern basis.

AUDITORS :

M/s Praful N. Shah & Co., Chartered Accountants of the Company retire at this Annual General Meeting and being eligible, are recommended their reappointment as auditors of the company for the period from the conclusion of this Annual General Meeting upto the date of the next Annual General Meeting.

SECRETARIAL COMPLIANCE REPORT :

In compliance of the provision of section 383 A of the companies Act, 1956 the board is pleased to enclose the secretaries compliance report of M/s Shah & Santoki Associates, Company secretaries for the year 2008-2009 as part of this Directors report.

AUDITORS REPORTS :

The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications.

AUDIT COMMITTEE :

The companys present Board of Directors is properly constituted and the company has also formed an Audjt Committee in compliance with provisions of Section - 292A of the Companies Act, 1956 and also in compliance with the Clause 49 relating to Corporate Governance. The duties, powers, responsibilities assigned to the Audit Committee are In line with the Clause 49 of the Listing Agreement.

LISTING :

Equity Shares of the company are listed on Ahmedabad Stock Exchange (ASE), Bombay Stock Exchange Limited (BSE) and The Chennai Stock Exchange Limited (CSE). Company has paid the annual listing fees for the year 2008-09 of both the exchanges.

PARTICULARS OF THE EMPLOYEES :

Company has no employee who were in receipt of the remuneration of Rs. 24,00,000/- in the aggregate, if employed for the year and in receipt fo the monthly remuneration of Rs. 2.00,000 p.m. if employed for a part of the year as per the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975. Hence the information required under S-217(2A) of the Companies Act, 1956 being not applicable are not given in this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO :

The Additional information required under Section 217(1)(e) of the Companies Act, 1956 relating to Conservation of energy, technology absorption are not applicable to the Company, as the company is not engaged in the manufacturing activities. The Company has no any Foreign exchange earnings or outgoes during the financial year.

ACKNOWLEDGMENT :

Your company & Directors wish to place on record their appreciation of the assistance and co- operation extended by Investors, Bankers, Customers, Business Associates, Suppliers and Government. We are deeply grateful to shareholders for their continued faith, confidence and support to the company. The Directors wishes to place on record its appreciation of sincere and dedicated work of employees at all levels, which has largely contributed to the present growth of the Company.

On behalf of the Board of Directors

Kantilal P.Patel Chairman Ahmedabad, 30th June, 2009

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Mar 31, 2003

The Directors present the Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2003.

PERFORMANCE HIGHLIGHTS

Performance of the company, during the year under review has been affected with the continue sluggish financial conditions in the country and provisioning for the NPA assets.

FINANCIAL RESULTS

Amount (Rs. in Lacs) Total Income 40.93

Profit before Depreciation & Taxation (-) 52.97

Less : Depreciation (-) 1.02

Profit before tax (-) 53.99

Less: Provision for Taxation —

Add : Adjustment for deferred taxation 14.98

Profit after Tax Adjustment (-) 39.01

Balance carried over to Balance Sheet (-) 39.01

PERFORMANCE REVIEW

Total income for the year was Rs. 40.93 lacs (previous year Rs. 14.30 lacs) After provision of depreciation of Rs.1.02 lacs (previous year Rs. 1.71 lacs) with no income tax liability (previous year Rs. - Nil) but after making adjustment for the deferred tax the net Loss was 39.01 lacs against a net profit of Rs. 1.51 lacs in the previous year. The income has improved in comparison to the previous year but due to the provisioning for the NPA during the year company could not make any profit and incurred net loss.

OPERATIONAL PROSPECTS

The company during the year continued its focus in providing advisory services in Financial sector and technical consultancy in the field of software development, e-commerce and internet related services to its existing as well as new clients. The company will continue the same in the following year and your directors are confident that your company will do well in future.

DIVIDEND

In absence of profit your directors do not recommend any dividend.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee drawing remuneration exceeding the limits as specified in section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employee) Rules, 1975.

DEPOSITS

During the year under review the Company has neither invited nor received any deposit from the Public.

LISTING OF EQUITY SHARES:

The Companys shares are listed on the Stock Exchanges in Delhi, Mumbai, Chennai & Kolkata and listing fees for the period 2003-2004 have been paid to these Stock Exchanges.

DEMATERIALISATION OF SECURITIES:

The trading in the shares of your company has been allowed on Demat pursuant to Agreements with NSDL and CDSL. Shareholders may avail this facility.

CORPORATE GOVERNANCE

The Board of Directors supports the Broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

As prescribed under the listing agreement of the Stock Exchanges, a separate statement on Corporate Governance is produced as part of the Annual Report.

CONSERVATION OF ENERGY ANDTECHNOLOGY ABSORPTION

Being engaged in Financial Services, provisions under Section 217 (1)(e) of the Companies Act, 1956, are not applicable to this company.

FOREIGN EXCHANGE EARNING AND OUTGO

Earning : Nil

Outgo : Nil

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

a) the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures,

b) such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the State of Affairs of the company and for preventing and detecting and detecting fraud and other irregularities;

c) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on the basis of the going concern.

BUYBACK OF SHARES:

The Company has not bought back any share during the year.

DIRECTOR:

In accordance with Articles of Association of the Company Mr. K.S. Bhutoria and Mr. P.R. Latey retire by rotation at this Annual General meeting and being eligible offer himself for reappointment.

During the year Mr. Sunil Kala and Mr. Anil Bafna was appointed as an Additional Director on 27th June 2003 and 30th July 2003 respectively to hold office till the ensuing Annual General Meeting.

AUDITORS:

M/s Vinod Sahni & Associates, Chartered Accountants Delhi, statutory auditor of the Company retire at the ensuring Annual General Meeting and being eligible, offer themselves for reappointment.

GENERAL:

The note forming part of the accounts being self explanatory, the comments made by the auditors in their report are not required to be dealt separately.

ACKNOWLEDGEMENT

The Board wishes to express its deep appreciation for the support received from Bankers, Financial Institution, Shareholders and clients in addition to the sincere and dedicated serviced rendered by all personnel of your company.

For and on behalf of the Board

Chairman

Date : 30.07.2003 Place : New Delhi

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Mar 31, 2002

The Directors have pleasure in submitting their Eight Report & Accounts of the Company for the year ended 31st, March,2002.

FINANCIAL RESULTS :-

YEAR ENDED

31-3-2002 31-3-2001 Rs. Rs.

Income from the Operations 87,000 3,22,156

Business Expenses 66,101 3,38,606

Profit/(Loss) before Depreciation & Taxation 20,399 (-) .16.450 Depreciation / Taxation

Profit / (-) Loss after Depreciation/ Taxation 20,899 (-) 16,450

OPERATIONS :-

As you all know, the Company is the trading activies in Shares on commission basis as sub-brokers for its clients. Due to recession and non-stability in the Stock Market, this year the Directors have restricted the said business on safer side. As a result the commission is income is on lower side.

DIVIDEND :-

In view of the carried forward losses of earlier year & monir profit of the current yera, your Directors regret for not recommending any dividend.

DIRECTORS :-

Under the Companys Articles of Association Shri Kantibhai P. Patel retores by rotation and are eligible for re-appointment.

FIXED DEPOSITS :-

The Company has not accepted any Deposits within the meaning of Section -58 A of the Companies Act. 1956.

AUDITORS :-

The companys Auditor M/s. Praful N. Shah & Co. Chartered Accountants

will retire at the ensuing Annual General Meeting. They are eligible for re-appointment & offer themselves for the appointment for the next year.You are requested to appoint them as Auditors for the Fin. Year 2002- 2003 and to fix their remuneration.

NOTES ON ACCOUNTS : -

The Auditors observations and the relevant notes on the accounts are self explanatory and therefore do not call for any further comments.

EMPLOYEES :-

As there being no employee drawing remuneration of Rs. 2,00,000/- p.m. or Re. 24,00,000/- in a year, the information as required to be given u/s. 2.17 (2A), are not published here.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EARNINGS AND OUT GO :-

The particulars of the above matters, as required to be reported u/s. 217(1) (e) of the Companies Act, 1956 are not applicable to the Company.

ACKNOWLEDGEMENTS :-

Your Directors extend their sincere thanks to the Brokers of the Stock Exchanges and the Employees of the Company for their Co-Operations.

DIRECTORS" RESPONSIBILITY STATEMENT :-

In accordance with the Companies (Amendment) Act, 2000, the Directors state that :--

(i) in the preparation of annual accounts for the year, the appliapplicable accounting satndards have been followed.

(ii) accountinq policies as listed in the Schedule R to the financial statements have been selected and consistently applied and reasonable & prudent judgements and estimates have been made so as to give true & fair veiw of the state of affairs of the Company as on March 31, 2002 & the Profit of the Company for the accounting year ended on that date.

(iii) proper & sufficient care for maintenance of adequate accourtting records have been taken in accordance with the provisions of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities,

(iv) the annual accounts have been prepared on going concern basis.

For & On Behalf of Board of Directors

Chairman

PLACE : Ahmedabad. Dated : August 27, 2002